AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT dated

as of October 15, 2009. (the “Amendment Effective Date”)

GENERAL MOTORS OF CANADA LIMITED

(the “Borrower ”)

- and -

EXPORT DEVELOPMENT CANADA

(the “Lender” )

- and -

1908 HOLDINGS LTD., PARKWOOD HOLDINGS LTD.,

GM OVERSEAS FUNDING, LLC

(collectively, the “Subsidiary Guarantors”)

RECITALS:

- 2 -

NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all parties hereto, the parties hereto agree to amend the Loan Agreement as follows:

Capitalized terms used but not defined herein shall have the respective meanings given to them in the Loan Agreement (including as amended hereby).

With effect as of the Amendment Effective Date:

“ Change of Control ” shall mean (a) with respect to the US Borrower, (i) prior to the Reorganization, the acquisition by any other Person, or two or more other Persons acting in concert other than the Permitted Holders, the Lender, 7176384 Canada Inc., the VEBA or any of their Affiliates, of the direct or indirect beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of outstanding shares of voting stock of the US Borrower, if after giving effect to such acquisition such Person or Persons shall directly or indirectly, own 20% or more of such outstanding voting stock of US Borrower; and (ii) following the Reorganization, the acquisition by any Person, or two or more Persons acting in concert other than the Permitted Holders, the Lender, 7176384 Canada Inc., the Treasury, the VEBA or any of their Affiliates, of the direct or indirect beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of outstanding shares of voting stock of Holdco, if after giving effect to such acquisition such Person or Persons shall directly or indirectly, own 20% or more of such outstanding voting stock of Holdco; or (b) the Borrower ceasing to be a Wholly Owned Subsidiary of the US Borrower.”

- 3 -

“ US Borrower ” shall mean General Motors Company, a Delaware Corporation, as the same shall (i) merge with GM Merger Subsidiary Inc. and continue as General Motors Company, a Delaware Corporation and (ii) subsequently convert into a Delaware limited liability company and change its name to General Motors LLC, in each case as contemplated by the terms of the Reorganization.

“ Wholly Owned Subsidiary ” shall mean as to any Person, any other Person all of the Equity Interests of which (other than qualifying shares required by Applicable Law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries”; and

“ Holdco ” shall mean General Motors Company, a Delaware corporation.

“ Reorganization ” shall mean the series of transactions to reorganize the corporate structure of General Motors Company and its subsidiaries commenced on or about October 15, 2009.”

“ Additional Secured Indebtedness ” shall mean, as of any date of determination, the principal amount of secured Indebtedness (including that secured on a first-priority basis by the Collateral or the US Collateral or any portion of either thereof, but excluding (a) Indebtedness under the US Credit Agreement and the VEBA Note Facility and (b) Indebtedness described in clauses (a) through (m) (inclusive) and clause (p) of the definition of “ Permitted Indebtedness ”) of the Covered Group Members and Holdco in an aggregate amount in excess of US$6,000,000,000 (or in the case of amounts denominated in Canadian Dollars, the US Dollar Equivalent thereof) (including, without limitation, Structured Financing), provided that (i) on the date such Indebtedness is incurred, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00 after giving pro forma effect to the incurrence of such Indebtedness, (ii) a portion of the Net Cash Proceeds of such Indebtedness (other than revolving credit loans) are used to prepay the Loan in accordance with Section 2.07(a), (iii) the aggregate amount of commitments under revolving credit facilities, if any, together with any revolving credit facilities constituting Excluded Secured Indebtedness, shall not exceed US$4,000,000,000 (or in the case of amounts denominated in

- 4 -

Canadian Dollars, the US Dollar Equivalent thereof), (iv) with respect to any revolving credit facility, the amount of Indebtedness thereunder for the purpose of determining compliance with clauses (i) and (iii) of this definition shall equal the commitment thereunder and (v) if any Loan Party is an obligor or guarantor under such Indebtedness, the lenders party thereto (or an agent on behalf of such lenders) shall have executed and delivered an intercreditor agreement in form and substance reasonably satisfactory to the Lender.”

“ COCA ” shall mean the Canadian Operational Continuation Agreement dated as of July 10, 2009 among the Borrower, General Motors Company, Her Majesty the Queen in Right of Canada and Her Majesty the Queen in Right of the Province of Ontario, to be amended and restated by an Amended and Restated Canadian Operational Continuation Agreement dated on or about November 2, 2009 among the Borrower, the US Borrower, General Motors LLC (formerly General Motors Company), Her Majesty the Queen in Right of Canada and Her Majesty the Queen in Right of the Province of Ontario.

“Solely for the purposes of the definitions of “Additional Secured Indebtedness”, “Excluded Secured Indebtedness”, and “Permitted Unsecured Indebtedness”, the Consolidated Leverage Ratio shall be calculated with reference to Holdco together with the US Borrower and its Subsidiaries.”

“ EBITDA ” shall mean for any period, Net Income plus , to the extent deducted in determining Net Income, the sum of: (a) Interest Expense, amortization or write off of debt discount, other deferred financing costs and other fees and charges associated with Indebtedness, plus (b) tax expense (including Permitted Tax Distributions), plus (c) depreciation, plus (d) amortization, write offs, write downs, asset revaluations and other non-cash charges, losses and expenses, plus (e) impairment of intangibles, including goodwill, plus (f) extraordinary expenses or losses (as determined in accordance with GAAP) including an amount equal to any extraordinary loss, plus (g) any net loss realized by the US Borrower or any of its Subsidiaries in connection with any Disposition or the extinguishment of Indebtedness, plus (h) special charges (including restructuring costs), plus (i) losses (but minus gains) due solely to the fluctuations in currency values or the mark-to-market impact of commodities derivatives, in each case in accordance with GAAP, plus (j) losses attributable to

- 5 -

discontinued operations, plus (k) losses (but minus gains) attributable to the cumulative effect of a change in accounting principles, plus (1) non-recurring costs, charges and expenses during such period, plus (m) the amount of fees associated with advisory, consulting or other professional work done for equity offerings, minus (n) to the extent included in Net Income, extraordinary gains (as determined in accordance with GAAP), together with any related provision for taxes on such extraordinary gain, all calculated without duplication for the US Borrower and its Subsidiaries on a consolidated basis for such period. For purposes of this Loan Agreement, EBITDA shall (to the extent required to comply with Regulation S-X promulgated under the Securities Act) be adjusted on a pro forma basis to include, as of the first day of any applicable period, any acquisition and any Disposition contemplated by the Business Plan to be consummated during such period, including, without limitation, adjustments reflecting any non-recurring costs and any extraordinary expenses of any acquisition and any Disposition consummated during such period and any Pro Forma Cost Savings attributable thereto, each calculated on a basis consistent with GAAP or as otherwise approved by the Lender in its sole discretion.”

“ EDC’s Percentage ” shall mean, on any date of determination, (i) in the event that EDC is the sole Lender party to this Loan Agreement, 100%, and (ii) in the event that there is more than one Lender party to this Loan Agreement, a percentage equal to (x) the aggregate outstanding principal amount of the Loan held by EDC on such date divided by (y) the aggregate outstanding principal amount of the Loan held by all Lender parties to this Loan Agreement on such date.”

“ Excluded Secured Indebtedness ” shall mean secured Indebtedness (including that secured on a first priority basis by the Collateral or the US Collateral or any portion of either of the foregoing, but excluding (a) Indebtedness under the US Credit Agreement and the VEBA Note Facility, and (b) Indebtedness described in clauses (a) through (m) (inclusive) and clause (p) of the definition of “ Permitted Indebtedness ”) of the Covered Group Members and Holdco in an aggregate amount not exceeding US$6,000,000,000 (or in the case of amounts denominated in Canadian Dollars, the US Dollar Equivalent thereof) comprised of term loan and/or revolving credit loan facilities (including without limitation Structured Financing), provided that, (i) the aggregate amount of commitments under the revolving credit facilities, if any, together with any revolving credit facilities constituting Additional Secured Indebtedness, shall not exceed US$4,000,000,000 (or in the case of amounts denominated in Canadian Dollars, the US Dollar Equivalent thereof), (ii) with respect to any revolving credit facility, the amount of Indebtedness thereunder for the purpose of determining compliance with clause (i) of this definition shall equal the commitment thereunder and (iii) if any Loan Party is an obligor or guarantor under such Indebtedness, the lenders party thereto (or an agent on behalf of such lenders) shall have executed and delivered an intercreditor agreement in form and substance reasonably satisfactory to the Lender, which may be an amendment, restatement, modification or supplement to the intercreditor agreement.

- 6 -

“ Guarantee Agreement ” shall mean collectively, (a) that certain Guaranty Agreement by the US Borrower in favour of the Lender, dated on or about the Amendment Effective Date, guaranteeing the Obligations of the Borrower, (b) that certain Guarantee Agreement by each Subsidiary Guarantor in favour of the Lender, dated as of the Original Agreement Effective Date, guaranteeing the Obligations of the Borrower, (c) that certain Guarantee Agreement dated as of the Effective Date by General Motors LLC (formerly General Motors Company) in favour of the Lender, as amended by an Amendment to Guaranty Agreement dated on or about the Amendment Effective Date, guaranteeing the Obligations of the Borrower, (d) any Guarantee Agreement, by, in the event there is a US Parent Guarantor, such US Parent Guarantor in favour of the Lender, guaranteeing on an unsecured basis the Obligations of the Borrower and (e) any Guarantee Agreement, by, in the event there is a Replacement Guarantor, such Replacement Guarantor in favour of the Lender, guaranteeing the Obligations of the Borrower.”

“ Guarantors ” shall mean collectively (i) the US Borrower, (ii) the Subsidiary Guarantors, (iii) GMLLC, (iv) the US Parent Guarantor, if any, or the Replacement Guarantor in respect of any of the foregoing, if applicable.”

“ Net Cash Proceeds ” shall mean with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a Disposition of an asset (including pursuant to a Sale/Leaseback Transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than the Loan) secured by such asset or otherwise subject to mandatory prepayment or lease

- 7 -

obligations, as applicable, as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable, including under any tax sharing arrangements or as Permitted Tax Distributions) and, with respect to amounts that will be expatriated as a result of any event attributable to a Foreign Subsidiary, the amount of any taxes (including Permitted Tax Distributions) that will be payable by any applicable Group Member as a result of the expatriation, and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case that are directly attributable to such event (as determined reasonably and in good faith by a Responsible Officer).”

“ Permitted Indebtedness ” shall mean:

(a) Indebtedness created under any Loan Document;

(b) purchase money Indebtedness for real property, improvements thereto or equipment or personal property hereafter acquired (or, in the case of improvements, constructed) by, or Capital Lease Obligations of the Borrower or the Subsidiary Guarantors provided that, the aggregate principal balance of such Indebtedness shall not exceed CDN$400,000,000 at any one time outstanding;

(c) trade payables, if any, in the ordinary course of its business;

(d) Indebtedness existing on the Effective Date;

(e) intercompany Indebtedness of (i) North American Group Members and (ii) Subsidiary Guarantors, in each case, in the ordinary course of business; provided that the right to receive any repayment of such Indebtedness from any Loan Party or any Structured Financing Subsidiary of the Borrower that is a Domestic Subsidiary (other than any scheduled payments so long as no Event of Default has occurred and is continuing) shall be subordinated to the Lender’s rights to receive repayment of the Obligations;

(f) Indebtedness existing at the time any Person merges with or into or becomes a Covered Group Member and not incurred in connection with, or in contemplation of, such Person merging with or into or becoming a Covered Group Member; provided that any such merger shall comply with Section 8.01;

(g) Swap Agreements that are not entered into for speculative purposes;

(h) Indebtedness, including letters of credit, bankers’ acceptances and similar instruments issued in the ordinary course of business, in respect of the financing of insurance premiums, customs, stay, performance, bid, surety or appeal bonds and similar obligations, completion guaranties, “take or pay” obligations in supply agreements, reimbursement obligations regarding workers’ compensation claims, indemnification, adjustment of purchase price and similar obligations incurred in connection with the acquisition or disposition of any business or assets, and sales contracts, coverage of long-term counterparty risk in respect of insurance companies, purchasing and supply agreements, rental deposits, judicial appeals and service contracts;

- 8 -

(i) Indebtedness incurred in the ordinary course of business in connection with cash management and deposit accounts and operations, netting services, employee credit card programs and similar arrangements and Indebtedness arising from the honouring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness (other than employee credit card programs and similar arrangements) is extinguished within five Business Days of its incurrence;

(j) any guarantee of any Indebtedness described in any clause of this definition;

(k) any extensions, renewals, exchanges or replacements of Indebtedness of the kind in clauses (a), (d), (f), (h), (l), (m), (n), (o) and (q) of this definition to the extent (i) the principal amount of or commitment for such Indebtedness is not increased (except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable fees and expenses incurred in connection with such extension, renewals or replacement), (ii) neither the final maturity nor the weighted average life to maturity of such Indebtedness is decreased and (iii) such Indebtedness, if subordinated in right of payment to the Lender of the Indebtedness under this Loan Agreement, remains so subordinated on terms no less favourable to the Lender, and (iv) solely with respect to Indebtedness of the kind described in clause (n) for which an intercreditor agreement was required pursuant to this Agreement, the Borrower delivers to the Lender an intercreditor agreement in form and substance substantially similar to the then-existing intercreditor agreement relating to such Indebtedness (or, to the extent such intercreditor agreement is not substantially similar to such existing intercreditor agreement, subject to the Lender’s reasonable approval of any differences that are less favourable to the Lender than in such existing intercreditor agreement);

(l) any Sale/Leaseback Transaction; provided that, if on the date such Indebtedness is incurred, the Consolidated Leverage Ratio is greater than or equal to 3.00 to 1.00 after giving pro forma effect to such Indebtedness, an amount equal to the Applicable Net Cash Proceeds of the Attributable Obligations under such Sale/Leaseback Transaction shall be applied as a prepayment of the Loan in accordance with Section 2.07(a);

(m) Indebtedness under the Supplier Receivables Facility;

(n) Excluded Secured Indebtedness and Additional Secured Indebtedness;

(o) Permitted Unsecured Indebtedness;

- 9 -

(p) any transactions undertaken by the Borrower or any Guarantor with 1908 Holdings, Parkwood Holdings Ltd. or GM Overseas Funding LLC in the ordinary course of business, consistent with past practice (or, in the case of the US Borrower, consistent with past practice of the GM Oldco Parties, as such term is defined in the US Credit Agreement); and

(q) Indebtedness incurred in connection with the obligations of the Borrower to the Independent Canadian Health Care Trust in accordance with and as contemplated by the Framework of Principles Governing the Conception, Goals and Operation of an Independent Canadian Health Care Trust dated May 21, 2009 and the GMCL-CAW HCT Term Sheet dated June 26, 2009.”

“ Permitted Unsecured Indebtedness ” shall mean unsecured Indebtedness of the Covered Group Members and Holdco other than unsecured